Financial Performance - The company reported a net loss of $1,301,763 for the three months ended March 31, 2023, compared to a net income of $1,389,668 for the same period in 2022[124][125]. - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[123]. Financial Position - As of March 31, 2023, the company had $772,410 in its operating bank account and working capital of $52,708, excluding franchise and income tax payable[126]. - As of March 31, 2023, 153,295 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity[145]. - Following the redemptions, there were 153,295 public shares outstanding and a total of 807,045 shares of Class A common stock outstanding as of March 31, 2023[146]. - The company does not have any off-balance sheet arrangements as of March 31, 2023[150]. Initial Public Offering - The company generated gross proceeds of $143,750,000 from its initial public offering of 14,375,000 units at $10.00 per unit[126]. - A total of $146,625,000 from the net proceeds of the initial public offering was placed in a trust account, with approximately $146 million redeemed by stockholders[130]. Business Combination - The company entered into a Business Combination Agreement with SVES, with an aggregate consideration of $632,000,000 to be paid in common stock valued at $10.00 per share[118]. - The company intends to use substantially all funds held in the trust account to complete its initial business combination[132]. - The company may need to obtain additional financing to complete its business combination or due to significant public share redemptions[134]. - The company has determined that if it cannot complete a business combination within the Combination Period, it will cease operations and redeem public shares[135]. Compliance and Risks - The company had a hearing before the Nasdaq Hearings Panel on March 2, 2023, to appeal a delisting determination due to non-compliance with Nasdaq listing requirements[120]. - Various factors such as economic downturns, inflation, and geopolitical instability may adversely affect the company's results of operations[151]. Accounting Standards - The adoption of ASU 2020-06 effective April 13, 2021, did not have an impact on the financial statements[147].

IPO and Initial Funding - The company completed its initial public offering on February 15, 2022, raising gross proceeds of $143,750,000 from the sale of 14,375,000 units at a price of $10.00 per unit[21]. - A total of $146,625,000 was placed in the trust account, which includes $143,750,000 from the IPO and $2,875,000 from the private placement units[23]. - As of December 31, 2022, the company had approximately $1,671,810 available for an initial business combination, before fees and expenses[71]. - The total amount held outside the trust account is approximately $1,171,493, which may be used for costs associated with dissolution if the business combination fails[125]. - The company has access to up to $1,565,000 from the proceeds of its initial public offering to cover potential claims and expenses[131]. Business Combination Agreement - The company entered into a Business Combination Agreement on February 13, 2023, with an aggregate consideration of $632,000,000 to be paid in common stock of Pubco valued at $10.00 per share[28]. - The SVES Business Combination is anticipated to close in the third quarter of 2023[27]. - The Business Combination Agreement requires the approval of shareholders for the SVES Business Combination[34]. - The Company must have net tangible assets of at least $5,000,001 upon Closing after giving effect to the Redemption[37]. - The Business Combination Agreement includes customary covenants during the Interim Period, including no insider trading and continued operation of businesses in the ordinary course[31]. Management and Strategy - The management team is led by CEO Tarek K. Tabsh and CFO Steven Berg, responsible for completing the initial business combination during the Combination Period[24]. - The company aims to enhance stockholder value through corporate strategies and initiatives post-business combination[58]. - The company has developed a broad network of contacts to identify potential acquisition opportunities[46]. - The company focuses its search for an initial business combination in a single industry, which may limit diversification and increase risk[85]. - The management team conducts thorough due diligence, including historical data review and discussions with customers and suppliers, for prospective business combinations[56]. Target Business and Acquisition - SVES, founded in 2017, operates a differentiated business model that enhances retail supply chain efficiency by monetizing overstocked items[26]. - The company seeks to acquire a company with an enterprise value of approximately $500 million to $1 billion[50]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business[53]. - Target business candidates are sourced from various unaffiliated sources, including investment bankers and professionals, as well as the company's network of contacts[76]. - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target[80]. Financial Conditions and Risks - The fair market value of the company's equity ranges from $705 million to $782.3 million, exceeding the consideration paid in connection with the business combination[52]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account[52]. - The company may incur costs related to identifying and evaluating prospective target businesses, which could reduce available funds for future business combinations[83]. - There is no guarantee that third parties will waive claims against the trust account, which could affect the funds available for stockholder distributions[128]. - In the event of bankruptcy, the trust account proceeds may be subject to claims from third parties, potentially affecting the ability to return $10.20 per share to public stockholders[136]. Shareholder Matters - Stockholder approval is required for certain types of transactions, including business combinations with a target[88]. - The initial stockholders' shareholdings constitute approximately 56.82% of the voting power, making it likely to approve the initial business combination[110]. - The company may engage in private purchases of shares or public warrants to increase the likelihood of obtaining stockholder approval for the initial business combination[94]. - The company will conduct redemptions either through a stockholder meeting or a tender offer, depending on the circumstances[100]. - The company will only redeem public shares if net tangible assets are at least $5,000,001 after redemption[111]. Regulatory and Compliance - The company is required to file periodic reports with the SEC, including annual and quarterly reports, which will contain audited financial statements[141]. - Financial statements of prospective target businesses must comply with U.S. GAAP or IFRS, which may limit the pool of potential targets[142]. - The company is subject to the Sarbanes-Oxley Act regarding internal control procedures, which may increase time and costs for business combinations[143]. - The company will file tender offer documents with the SEC prior to completing the initial business combination, containing required financial information[102]. - The company will not proceed with any amendments to its certificate of incorporation without providing public stockholders the opportunity to redeem their shares[123].

Financial Performance - As of September 30, 2022, the company reported a net income of $728,646 for the three months ended, consisting of $661,801 from investment income and a change in fair value of warrant liability of $450,823, offset by costs of $255,500 and taxes of $128,478[116] - For the nine months ended September 30, 2022, the company had a net income of $3,629,536, with $873,620 from investment income and a change in fair value of warrant liability of $3,907,592, offset by total costs of $1,151,676[117] Financial Position - The company had $937,074 in its operating bank account and working capital of $1,040,399 as of September 30, 2022[119] - The company had no off-balance sheet arrangements as of September 30, 2022[139] Initial Public Offering - The initial public offering generated gross proceeds of $143,750,000 from the sale of 14,375,000 units at $10.00 per unit, including an over-allotment option[119] - The company placed $146,625,000 from the net proceeds of the IPO and private placement into a trust account maintained by a trustee[123] - The company intends to use substantially all funds in the trust account to complete its initial business combination, with the possibility of withdrawing interest to cover taxes and liquidation expenses if necessary[124] Operations and Revenue - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[115] Taxation - The provision for income taxes was deemed immaterial for the three and nine months ended September 30, 2022[135] Economic Risks - The company may face adverse effects on its operations due to economic uncertainties, including inflation, interest rate increases, and geopolitical instability[140]

Financial Performance - As of June 30, 2022, the company reported a net income of $1,511,222 for the three months ended, primarily from investment income of $197,992 and a change in fair value of warrant liability of $1,562,005[114]. - For the six months ended June 30, 2022, the company achieved a net income of $2,900,890, with income from investment in the trust account amounting to $211,819 and a change in fair value of warrant liability of $3,456,769[115]. Cash and Working Capital - The company had $1,012,388 in cash and working capital as of June 30, 2022, excluding franchise tax payable, and net of interest income from the trust account, totaling $1,245,899[116]. - As of June 30, 2022, the company had no outstanding working capital loans, but up to $1,500,000 of such loans may be convertible into units at the lender's option[121]. Initial Public Offering - The initial public offering generated gross proceeds of $143,750,000 from the sale of 14,375,000 units at $10.00 per unit, including 1,875,000 units from the underwriters' over-allotment option[116]. - Transaction costs for the initial public offering amounted to $3,890,326, which included $1,437,500 in underwriting commissions and $1,972,398 related to the excess fair value of Class B common stock issued[118]. - The company placed $146,625,000 from the net proceeds of the initial public offering and private placement units into a trust account maintained by a trustee[119]. - The company intends to use substantially all funds in the trust account to complete its initial business combination, with the possibility of withdrawing interest to cover taxes and liquidation expenses if necessary[120]. Tax Information - The provision for income taxes was deemed immaterial for the three and six months ended June 30, 2022[131]. - The company has identified the United States as its only major tax jurisdiction and does not expect significant changes in unrecognized tax benefits over the next twelve months[130].

Financial Performance - As of March 31, 2022, the company reported a net income of $1,389,668, which includes $13,827 from investment income and a change in fair value of warrant liability of $1,894,764, offset by formation and operating costs of $393,748 and warrant issuance costs of $125,175[105]. - The company had $1,201,082 in cash and working capital as of March 31, 2022, excluding franchise tax payable, and net of interest income from the trust account, totaling $1,407,365[106]. - The provision for income taxes was deemed immaterial for the three months ended March 31, 2022[120]. Initial Public Offering (IPO) - The company completed its initial public offering on February 15, 2022, raising gross proceeds of $143,750,000 from the sale of 14,375,000 units at $10.00 per unit, including 1,875,000 units from the underwriters' over-allotment option[106]. - Following the IPO, $146,625,000 of net proceeds was placed in a trust account maintained by a trustee, which the company intends to use for its initial business combination[109]. - Transaction costs related to the IPO amounted to $3,890,326, which included $1,437,500 in underwriting commissions and $1,972,398 for the excess fair value of Class B common stock issued to underwriters[108]. Future Financing and Business Operations - The company does not anticipate needing to raise additional funds to meet operating expenditures post-IPO, but may require additional financing to complete a business combination or to redeem public shares[112]. - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's ability to complete an initial business combination[126]. Taxation and Off-Balance Sheet Arrangements - The company has identified the United States as its only major tax jurisdiction and does not expect significant changes in unrecognized tax benefits over the next twelve months[119]. - The company has not engaged in any off-balance sheet arrangements as of March 31, 2022[125].

IPO and Fundraising - The company completed its initial public offering on February 15, 2022, raising gross proceeds of $143.75 million from the sale of 14,375,000 units at $10.00 per unit[31]. - An additional private sale of 653,750 units generated gross proceeds of $6.54 million, bringing total funds placed in the trust account to $146.63 million[32][33]. - A total of $146,625,000 from the IPO proceeds was placed in a trust account, which may only be invested in U.S. government securities or money market funds[143]. - The company has $141,593,750 available for an initial business combination after a business combination fee of $5,031,250, assuming no redemptions[62]. - The company has approximately $1,565,000 held outside the trust account to cover potential claims and expenses related to liquidation, with estimated costs not exceeding $100,000[112]. Business Strategy and Target Markets - The company aims to identify a target business in the cannabis industry with an enterprise value between $500 million and $1 billion, focusing on fast-growing markets and strong revenue drivers[41]. - The company is exploring business combinations not only in the cannabis sector but also in related industries such as health & wellness, technology, and consumer packaged goods[21][35]. - The cannabis industry is experiencing rapid growth, with full federal legalization in Canada and 36 U.S. states allowing legal use, creating significant investment opportunities[22]. - The cannabis industry is projected to continue growing rapidly, driven by evolving public perception and increasing demand for therapeutic applications[30]. - The company is focused on acquiring businesses that are compliant with applicable laws and regulations, particularly in the cannabis sector[23][35]. Acquisition and Due Diligence - The management team is leveraging extensive industry relationships to identify potential acquisition targets, aiming to provide operational and financial expertise to support growth[37][36]. - The management team will conduct thorough due diligence, including financial data review and discussions with management and customers[47]. - The company aims to acquire target companies at attractive prices relative to their intrinsic value, considering future cash flow potential and industry valuation metrics[48]. - The company will evaluate opportunities for follow-on strategic acquisitions and divestitures to enhance stockholder value[49]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account at the time of signing a definitive agreement[70]. Business Combination Timeline and Conditions - The company must complete its initial business combination by February 15, 2023, with a possible extension to August 15, 2023[34]. - The company can extend the time to consummate a business combination up to 18 months by depositing $1,437,500 for each three-month extension[1]. - The company intends to structure its initial business combination to acquire 100% of the equity interests or assets of the target business[1]. - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target[71]. - If the initial business combination is not completed by February 15, 2023, or August 15, 2023 (if extended), the company will redeem public shares at a per-share price based on the trust account balance, estimated to be approximately $10.20 per share[108]. Stockholder Rights and Redemption - Public stockholders will have the opportunity to redeem shares of Class A common stock at a per-share price of $10.20 upon completion of the initial business combination[86]. - The redemption offer will remain open for at least 20 business days, and the completion of the initial business combination will be conditioned on public stockholders not tendering more than a specified number of public shares[89]. - A public stockholder can only seek redemption rights for a maximum of 15% of the shares sold in the initial public offering, which is intended to discourage large block accumulations[96]. - If stockholder approval is required, the initial business combination will only be completed if a majority of the outstanding shares voted are in favor[91]. - The company must maintain net tangible assets of at least $5,000,001 after redemptions to avoid being subject to SEC's "penny stock" rules[92]. Financial Performance and Reporting - The company reported a net loss of $7,102 for the period from April 13, 2021, through December 31, 2021, with formation and operating costs of $5,597[149]. - As of December 31, 2021, the company had $42,194 in cash and a working capital deficit of $168,715[150]. - Transaction costs for the IPO amounted to $3,890,326, including $1,437,500 in underwriting commissions[152]. - The company has not generated any revenues since its inception on April 13, 2021, and has engaged in limited operations[171]. - The company is required to file periodic reports with the SEC, including annual and quarterly reports[121]. Governance and Management - The company has a diverse board of directors with extensive experience in the cannabis industry and corporate governance[183][187][188][189][190]. - The Chief Executive Officer has over 15 years of experience in the legal cannabis sector and has co-founded multiple cannabis-focused companies[183]. - The Chief Financial Officer has over 30 years of experience in investment banking and the cannabis industry, previously leading successful brands[187]. - The audit committee is composed of three independent directors, including Francis Knuettel II, who serves as the chair[194]. - The compensation committee, chaired by Emily Paxhia, is responsible for reviewing and recommending compensation arrangements prior to the initial business combination[199]. Risks and Challenges - The company may face intense competition from other blank check companies and private equity groups in identifying suitable target businesses[119]. - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a going concern if the initial business combination is not completed by February 15, 2023[133]. - The company may not be able to complete its initial business combination within the prescribed time frame, which could adversely affect stockholder returns[127]. - There is no guarantee that third parties will waive claims against the trust account, which could affect the funds available for public stockholders[109]. - The trust account may be subject to bankruptcy claims, potentially affecting the ability to return $10.20 per share to public stockholders[117].